Exhibit 10.9

                              EMPLOYMENT AGREEMENT

      This Employment Agreement ("Agreement") is entered into as of July 1, 2004
("Effective Date") between DynTek, Inc. ("Company") and Steven J. Ross
("Executive").

                                    RECITALS

      Company wishes to employ Executive as its President and Chief Executive
Officer and Executive wishes to accept such employment under the terms and
conditions set forth in this Agreement.

      IT IS AGREED as follows:

      1. Employment. Company hereby employs Executive as its President and Chief
Executive Officer. Executive accepts such employment.

      2. Term. The term of employment under this Agreement shall commence on the
Effective Date and shall continue, unless otherwise terminated earlier under
Section 10, until the day before the first anniversary of the Effective Date,
i.e., June 30, 2005 (the "Term"), provided that on the day before each
anniversary of the Effective Date, the Term shall be automatically extended for
successive additional one (1) year periods unless at least thirty (30) days
prior to such anniversary date, either Company or Executive furnishes the other
with written notice that the Term not be so extended.

      3. Duties. Executive shall devote his full-time efforts to the proper and
faithful performance of all duties customarily discharged by a President and
Chief Executive Officer, consistent with Company policies and budgets and
directives of Company's Board of Directors, together with any additional duties
assigned to him from time to time by the Board of Directors. Executive agrees to
use his best efforts and comply with all fiduciary and professional standards in
the performance of his duties. Executive shall provide services to any
subsidiary or affiliate of Company without additional compensation and benefits
beyond those set forth in this Agreement. Executive shall serve on the Board(s)
of Directors of Company and any affiliate or subsidiary.

      4. Base Salary. Executive shall be paid a base salary of Four Hundred
Forty Thousand Dollars ($440,000.00) per annum for the Term payable, less
applicable withholding, in equal monthly payments or more frequently in
accordance with Company's regular practice. Upon extension of the Term,
Executive's base salary will be set by the Compensation Committee of Company;
provided, however, that Executive's base salary shall not be reduced from the
base salary immediately previously in effect. In addition to his base salary,
Executive shall receive compensation for service on the Board of Directors in an
amount consistent with other non-employee Board members, including annual stock
option grants issued to Board members.

      5. Bonus. Executive shall be eligible to receive an incentive bonus during
each fiscal year of the Term. The bonus shall be based upon the achievement of
criteria and in amounts as set forth in a bonus plan established by the
Compensation Committee; provided, however, that the target bonus for fiscal year
2005 shall be the greater of fifty percent (50%) of


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Executive's base salary or five percent (5%) of the cumulative EBITDA increase
for Company from a $0 base.

      6. Restricted Stock. Executive shall be eligible to receive a grant of
200,000 shares of restricted stock in the Company in each year that (a) the
fiscal year end common stock price exceeds the previous year end common stock
price by twenty-five percent (25%), or a lesser amount if established by the
Board of Directors (Stock prices shall be based on the usual 10-day average
ending on June 30 of each fiscal year.) The restricted stock award hereunder
shall vest upon Executive's continued employment one (1) year after the grant,
unless Executive is terminated by the Company without Cause or pursuant to a
Change in Control under Section 10(g), in which event it shall vest upon such
termination.

      7. Stock Options. Executive is hereby granted options to purchase
1,320,000 shares of Company common stock at ___________ ($.___) cents per share,
vesting in one (1) year, in accordance with the policies of the Company in
effect for executive management stock option grants. The award hereunder shall
vest upon Executive's continued employment one (1) year after the grant, unless
Executive is terminated by the Company without Cause or pursuant to a Change in
Control under Section 10(g), in which event it shall vest upon such termination.

      8.    Benefits.

      (a)   Executive shall be entitled to participate in all Company sponsored
            retirement plans, 401(k) plans, life insurance plans, medical
            insurance plans, short-term and long-term disability insurance
            plans, and such other benefit plans generally available from time to
            time to executive management of the Company for which he qualifies
            under the terms of the plans. Executive's participation in and
            benefits under any benefit plan shall be on the terms and subject to
            the conditions specified in such plan. The Company shall supplement
            the insurance coverage and benefits in a separate executive benefits
            plan, including a minimum of $1 million life insurance coverage and
            appropriate long-term disability coverage, to be fully paid by
            Company.

      (b)   Executive will receive at least three (3) weeks of paid vacation per
            year.

      (c)   Executive shall participate in an executive perk fund with the same
            parameters available to certain senior executives, including the
            Chief Financial Officer and other designated officers of the
            Company.

      9. Reimbursement of Expenses. The Company will reimburse Executive for the
ordinary and necessary expenses incurred by him in the performance of his duties
under this Agreement in accordance with the Company's policies in effect from
time to time.

      10.   Termination of Employment.

      (a)   Executive's employment under this Agreement may be terminated at any
            time by the Board of Directors of Company (and by the Board of
            Directors of any subsidiary or affiliated organization for
            employment with those entities), with or without Cause. Executive's
            employment is "at-will."


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      (b)   Executive's employment under this Agreement shall terminate upon
            expiration of the Term without extension as described in Section 2.

      (c)   Executive's employment under this Agreement shall terminate upon his
            retirement, resignation or death.

      (d)   Executive's employment under this Agreement shall terminate upon
            written notice by Company to Executive of a termination due to
            Disability.

      (e)   If Executive's employment terminates for Cause or for any reason
            other than as set forth in Sections 10(f) or (g), Company shall be
            obligated only to continue to pay Executive's base salary and, to
            the extent earned, accrued and unpaid, annual incentive bonus and
            furnish the then existing benefits under Section 8 up to the date of
            termination; provided, that if Executive's employment is terminated
            as a result of Executive's Disability, Executive shall remain
            eligible for benefits under any long-term disability program of
            Company, as amended from time to time, as long as his Disability
            continues.

      (f)   If Executive's employment is terminated by Company without Cause or
            upon expiration of the Term without extension or constructive
            termination, in addition to the amounts payable under Section 10(e),
            Executive shall be entitled to receive his base salary and 50% of
            his bonus compensation, and medical and other insurance benefits
            under Section 8(a) for a period of eighteen (18) months at the times
            and frequency regularly paid. In addition, all options granted to
            Executive shall vest and become immediately exercisable. As a
            condition to the salary and benefit continuation under this Section
            10(f), Executive must first execute and deliver to Company, in a
            form prepared by Company, a release of all claims against Company
            and other appropriate parties, excluding Company's performance under
            this Section 10(f) and of Executive's vested rights under any
            Company sponsored retirement plans, 401(k) plans and stock ownership
            plans. If Executive, despite good faith, diligent efforts to obtain
            employment, has not become employed in a position reasonably similar
            to his position at the Company during the foregoing eighteen (18)
            month period after termination or remains unemployed thereafter, the
            Company shall continue the payment of Executive's base salary and
            medical and other insurance benefits until the earlier of (i) the
            expiration of an additional six (6) months or (ii) Executive
            becoming employed.

      (g)   If Executive's employment is terminated by the Company within three
            (3) months before or after a Change in Control, or Executive resigns
            as the result of a constructive termination following a Change in
            Control, in addition to the amounts payable under Section 10(e),
            upon execution and delivery of the release of all claims described
            in Section 10(f), Executive shall be entitled to receive his base
            salary, plus his annual bonus compensation, and medical and other
            insurance benefits under Section 8(a) for a period of twenty-four
            (24) months. In addition, all options granted to Executive shall
            vest and become immediately exercisable.


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      (h)   All amounts due from Executive to the Company, including all amounts
            of principal and interest due under any loans from the Company to
            the Executive, shall be immediately due and payable by the Executive
            to the Company upon termination of employment. The Company may
            offset any such amounts, dollar for dollar, against salary
            continuation to which Executive may be entitled under Sections 10(f)
            or (g).

      11.   Definitions. The meaning of certain terms in this Agreement are as
            follows:

      (a)   "Cause" shall consist of any of the following:

            (i)   the Executive is convicted of, or has pleaded guilty or
                  entered a plea of nolo contendere to, a felony (under the laws
                  of the United States or any state thereof);

            (ii)  fraudulent conduct by the Executive in connection with the
                  business or other affairs of the Company or any related
                  company or the theft, embezzlement, or other criminal
                  misappropriation of funds by the Executive from the Company or
                  any related company;

            (iii) the Executive's failure to perform the duties of the President
                  and Chief Executive Officer, after reasonable notice has been
                  provided of such non-performance and, if such failure is
                  curable, Executive has not cured such failure within a
                  reasonable period following such notice; or

            (iv)  the Executive's gross negligence to comply with reasonable
                  directives of the Board which are communicated to him in
                  writing, after reasonable notice has been provided of such
                  non-performance and, if such failure is curable, Executive has
                  not cured such failure within a reasonable period following
                  such notice.

      (b)   "Change in Control" means:

            (i)   a sale or other disposition of all or substantially all of the
                  assets of the Company;

            (ii)  a merger or consolidation in which the Company is not the
                  surviving entity and in which the shareholders of the Company
                  immediately prior to such consolidation or merger own less
                  than fifty percent (50%) of the surviving entity's voting
                  power immediately after the transaction;

            (iii) a reverse merger in which the Company is the surviving entity
                  but the shares of the Company's Common Stock outstanding
                  immediately preceding the merger are converted by virtue of
                  the merger into other property, whether in the form of
                  securities, cash, or otherwise, and in which the shareholders
                  of the Company immediately prior to such merger own less that
                  fifty percent (50%) of the Company's voting power immediately
                  after the transaction; or


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            (iv)  any other capital reorganization in which more than fifty
                  percent (50%) of the shares of the Company entitled to vote
                  are exchanged (other than to form a holding company in which
                  the shareholders of the Company immediately prior to such
                  recapitalization own not less than fifty percent (50%) of the
                  holding company's voting power immediately after the
                  transaction).

      (c)   "Disability" means the inability of Executive, due to injury,
            illness, disease or bodily or mental infirmity, to engage in the
            performance of his material duties of employment with Company as
            determined in good faith by Company, for (i) any period of one
            hundred twenty (120) consecutive days or (ii) a period of one
            hundred eighty days (180) in any continuous twenty-four (24) month
            period, provided that interim returns to work of less than ten (10)
            consecutive business days in duration shall not be deemed to
            interfere with a determination of consecutive absent days if the
            reason for absence before and after the interim return are the same.
            Benefits to which Executive is entitled under any disability policy
            or plan provided by Company shall reduce the base salary paid to
            Executive during any period of Disability on a dollar-for-dollar
            basis.

      12. Confidential Information. During Executive's employment with the
Company and at all times after the termination of such employment, regardless of
the reason for such termination, Executive shall hold all Confidential
Information relating to the Company in strict confidence and shall not use,
disclose or otherwise communicate the Confidential Information to anyone other
than the Company without the prior written consent of the Company. "Confidential
Information" includes, without limitation, financial information, trade secrets,
business plans, business methods or practices, market studies, customer lists,
referral lists and other proprietary business information of the Company.
"Confidential Information" shall not include information which is or becomes in
the public domain through no action by Executive or information which is
generally disclosed by the Company to third parties without restrictions on such
third parties. Executive shall return all Confidential Information to the
Company upon termination of employment.

      13. Solicitation of Customers. During his employment with the Company and
for a period after the termination of Executive's employment, regardless of the
reason for the termination, equal to the greater of (a) one (1) year or (b) the
period for which Executive receives payment of his base salary under Section
10(f) or (g) (the "Non-Competition Period"), Executive shall not influence or
attempt to influence, directly or indirectly, any customer of the Company to
divert its business away from the Company.

      14. Soliciting Employees. Executive agrees that during his employment with
the Company and during the Non-Competition Period, he will not directly or
indirectly solicit any person who is then, or at any time within six months
prior thereto was, an employee of the Company to work for any person or entity
then in competition with the Company.

      15. Non-Competition. During his employment with the Company and for a
one-year period after termination of Executive's employment, Executive shall
not, directly or indirectly, in any capacity:


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      (a)   Engage, own or have any interest in;

      (b)   Manage, operate, join, participate in, accept employment with,
            render advice to, or become interested in or be connected with;

      (c)   Furnish consultation or advice to; or

      (d)   Permit his name to be used in connection with;

any person or entity that competes with the business of the Company.
Notwithstanding the foregoing, holding five percent (5%) or less of an interest
in the equity, stock options or debt of any publicly traded company shall not be
considered a violation of this Section 15.

      16. Remedies. In the event of a material breach or threatened material
breach of Section 12, Section 13, Section 14 or Section 15, Company, in addition
to its other remedies at law or in equity, shall be entitled to injunctive or
other equitable relief in order to enforce or prevent any violations of the
aforementioned Sections. In the event of any such material breach, if applicable
Company may immediately cease payment of Executive's base salary and the
providing to Executive of benefits under Section 10(f) or (g).

      17. Severability and Savings. Each provision in this Agreement is
separate. If necessary to effectuate the purpose of a particular provision, the
Agreement shall survive the termination of Executive's employment with the
Company. If any provision of this Agreement, in whole or in part, is held to be
invalid or unenforceable, the parties agree that any such provision shall be
deemed modified to make such provision enforceable to the maximum extent
permitted by applicable law. As to any provision held to be invalid or
unenforceable, the remaining provisions of this Agreement shall remain in
effect.

      18. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of Company and its successors and assigns. This Agreement shall
be binding upon and inure to the benefit of Executive, his heirs and personal
representatives. This Agreement is not assignable by Executive.

      19. Buy Out of Prior Agreement; Entire Agreement. This Agreement embodies
the entire agreement of the parties hereto respecting the matters within its
scope. This Agreement supersedes all prior agreements of the parties hereto
(including without limitation the Employment Agreement between Executive,
TekInsight.com, Inc. and Tekinsight Services, Inc. dated December 10, 2001) on
the subject matter hereof. Executive shall be paid a buy out payment of
seventy-five thousand dollars ($75,000.00) by the Company for termination of
such December 10, 2001 Employment Agreement. There are no representations,
warranties, or agreements, whether express or implied, or oral or written, with
respect to the subject matter hereof, except as set forth in this Agreement.

      20.   Miscellaneous.

      (a)   No provision of this Agreement may be modified, waived or discharged
            unless such waiver, modification or discharge is agreed to in
            writing and signed by the Company and Executive. The waiver or
            nonenforcement by the Company of a


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            breach by Executive of any provision of this Agreement shall not be
            construed as a waiver of any subsequent breach by Executive.

      (b)   Any notice under this Agreement must be in writing and delivered
            personally or by overnight courier, sent by facsimile transmission
            or mailed by registered or certified mail to the parties at their
            respective addresses.

      (c)   This Agreement shall be governed by the laws of the State of
            Michigan.

      (d)   This Agreement may be executed in counterparts, which together shall
            constitute one Agreement.

      (e)   By their signatures below, the parties acknowledge that they have
            had sufficient opportunity to read and consider, and that they have
            carefully read and considered, each provision of this Agreement and
            that they are voluntarily signing this Agreement.

The parties have executed this Agreement as of the Effective Date.

                                                   _____________________________
                                                   Steven J. Ross

                                                   DynTek, Inc.

                                                   _____________________________
                                                   By

                                                   _____________________________
                                                   Its


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